DBA SYSTEMS, INC.
1200 SOUTH WOODY BURKE ROAD
P.O. BOX 550
MELBOURNE, FLORIDA 32902-0550
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
November 15, 1995
Notice is hereby given that the Annual Meeting of
Shareholders (the "Meeting") of DBA Systems, Inc. (the
"Company"), a Florida corporation, will be held at the
DBA Conference Facility, Granada Center, 1101 W.
Hibiscus Blvd., Melbourne, Florida on November 15,
1995 at 1:00 p.m., local time, for the purpose of
considering and acting upon the following matters:
1. To elect three Class I Directors
2. To approve the selection of Deloitte & Touche
LLP, Orlando, Florida as the Company's
Independent Certified Public Accountants for
the 1996 fiscal year
3. To consider and act upon any other matters
which may properly come before the Meeting
and any adjournments thereof
The Board of Directors has fixed the close of business
on September 29, 1995 as the record date for
determination of shareholders entitled to notice of
and to vote at the Meeting or any adjournments
thereof. On September 29, 1995, the Company had
outstanding 4,431,975 shares of common stock, par
value $.10 per share (excluding treasury stock). The
transfer books of the Company will not be closed.
SHAREHOLDERS ARE URGED TO FILL IN, DATE, SIGN AND
PROMPTLY RETURN THE ENCLOSED PROXY IN THE ENCLOSED
PREPAID ENVELOPE. It is desirable that as many
shareholders as possible be represented at the
Meeting. Consequently, whether or not you now expect
to be present, please execute and return the enclosed
Proxy. You have the power to revoke your Proxy at any
time before it is voted, and the giving of a Proxy
will not affect your right to vote in person if you
attend the Meeting.
By Order of the Board of Directors,
John L. Slack
___________________________
John L. Slack
Chairman of the Board, President,
Chief Executive Officer and
Treasurer, Acting
October 13, 1995
<PAGE>
PROXY STATEMENT
INTRODUCTION
This Proxy Statement is furnished to shareholders of
DBA Systems, Inc., a Florida corporation (the
"Company" or "DBA"), in connection with the
solicitation, on behalf of the Company's Board of
Directors, of proxies to be used at the Annual Meeting
of Shareholders (the "Meeting") to be held at the DBA
Conference Facility, Granada Center, 1101 W. Hibiscus
Blvd., Melbourne, Florida at 1:00 p.m. on November 15,
1995, and at any adjournments thereof. The Notice of
Annual Meeting, Proxy Statement and form of Proxy are
first being sent to shareholders on or about October
13, 1995.
Your proxy is solicited on behalf of the Board of
Directors. The cost of solicitation of proxies,
including the cost of preparing and mailing the Notice
of Annual Meeting, Proxy Statement and form of Proxy,
will be borne by the Company. Employees of the
Company, at no additional compensation, may
communicate with shareholders to solicit their
proxies. The Company does not intend to use specially
engaged employees of the Company, or other paid
solicitors, in the solicitation of proxies. Brokers
and others holding stock in their names, or in the
names of nominees, may be requested to forward copies
of the proxy soliciting material to beneficial owners
and to seek authority for execution of proxies; the
Company will reimburse those persons for their
reasonable out-of-pocket expenses.
Enclosed is an Annual Report to shareholders for the
fiscal year ending June 30, 1995, which contains
financial and other information pertaining to the
Company. The Annual Report is not part of the proxy
soliciting material.
The Meeting has been called for the purpose of
considering and acting upon the following matters:
1. To elect three Class I Directors
2. To approve the selection of Deloitte & Touche
LLP, Orlando, Florida as the Company's
Independent Certified Public Accountants for
the 1996 fiscal year
3. To consider and act upon any other matters
which may properly come before the Meeting
and any adjournments thereof
Voting rights are vested exclusively in the holders of
the Company's common stock (Common Stock), with each
share entitled to one vote on each matter coming
before the Meeting. Only shareholders of record as of
the close of business on September 29, 1995 will be
entitled to receive notice of and to vote at the
Meeting. On the record date, the Company had
outstanding 4,431,975 shares of Common Stock,
excluding treasury shares.
The presence, in person or by proxy, of a majority of
shares entitled to vote shall constitute a quorum.
Assuming that a quorum is present or represented at
the Meeting, the vote of a plurality of the shares
present or represented at the Meeting will be required
for the election of a director, and the vote of a
majority of the shares present or represented at the
Meeting will be required for approval of all other
matters listed above. For purposes of determining the
number of votes cast with respect to any matter, only
those cast "for" or "against" are included.
Abstentions and broker non-votes are counted only for
purposes of determining whether a quorum is present at
the Meeting.
<PAGE>
1
The enclosed proxy, solicited on behalf of the Board
of Directors, if properly executed and not revoked,
will be voted at the Meeting and where a specification
is made therein, will be voted in accordance with such
specification. The proxy may be revoked prior to the
exercise of the powers conferred by the proxy by an
instrument revoking it, by a duly executed proxy
bearing a later date filed with the Secretary of the
Company or by attending the Meeting and personally
voting.
ELECTION OF DIRECTORS
The Company's Articles of Incorporation provide that
the Board of Directors consists of three classes
elected for three-year terms on a staggered basis,
with approximately one-third of the total number of
directors being elected at each Annual Meeting.
Pursuant to these requirements, the Board of Directors
has nominated three individuals to serve as Class I
Directors. The three Class I nominees receiving the
greatest number of votes cast by the holders of Common
Stock will be elected as directors for a term of three
years. The individuals elected will continue to serve
until a successor is elected and qualified or his term
of office shall have been otherwise terminated as
provided by the Bylaws. The enclosed proxy cannot be
voted for a greater number of persons than the number
of nominees named herein.
If for any reason the nominees shall become
unavailable for election, the proxy will be voted for
nominees selected by the Board of Directors. The
Company knows of no reason why the nominees will not
be available for election.
NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS
<TABLE>
<CAPTION>
Common Term
Stock % of of
Year Beneficially Outstanding Office
Principal Became a Owned as of Common (in
Name Age Occupation Director 9/1/95(1) Stock years) (2)
CLASS I
<S> <C> <C> <C> <C> <C> <C>
Mr. John L. Slack 57 Chairman of the 1989 230,557 (3) 5.06 3
Board, President
and Chief Executive
Officer of the Company
Dr. Joseph A. Boyd 74 Chairman and CEO 1989 6,000 (4) .14 3
Fairchild Controls
Corporation
Amb. Robert F. 69 International 1989 10,000 (5) .23 3
Ellsworth Consultant
</TABLE>
<PAGE>
2
<TABLE>
<CAPTION>
CONTINUING DIRECTORS
Common Term
Stock % of of
Year Beneficially Outstanding Office
Principal Became a Owned as of Common (in
Name Age Occupation Director 9/1/951 Stock years) (2)
CLASS II
<S> <C> <C> <C> <C> <C> <C>
Dr. Louis W. Tordella 84 National Security 1989 5,600 (6) .13 2
Consultant
Dr. Lynn E. Weaver 65 President, 1989 6,000 (7) .14 2
Florida Institute
of Technology
CLASS III
Dr. Richard N. Baney 5 Physician 1993 7,000 .16 1
Mr. William C. Potter 54 President, 1981 6,633 (8) .15 1
Potter, McClelland,
Marks & Healy, P.A.
</TABLE>
1 Unless otherwise indicated in the following
notes, the persons herein have sole voting and
investing power with respect to shares shown as
being beneficially owned by them.
2 All directors are elected for three year terms.
The years set forth next to Class II and Class
III Directors represent the remaining term of
office.
3 Includes options for 119,000 shares. Also
includes 512 shares issuable upon conversion of
$10,000 principal amount of the Company's 8 1/4%
Convertible Subordinated Debentures due 2010 and
1,095 shares held in trust by the DBA Systems
Employee Stock Ownership Plan and Trust.
Excludes 3,000 shares owned by Mr. Slack's wife
as to which he disclaims any beneficial interest
and options for 25,000 shares exercisable in the
event the Company is sold during Mr. Slack's
tenure as President upon terms and price
acceptable to the stockholders of the Company.
4 Includes options for 5,000 shares.
5 Includes options for 5,000 shares.
6 Includes options for 5,000 shares.
7 Includes options for 5,000 shares.
8 Includes options for 5,000 shares.
<PAGE>
3
DIRECTORS' BACKGROUND AND EXPERIENCE
NOMINEES FOR ELECTION
MR. JOHN L. SLACK is Chairman of the Board, President
and Chief Executive Officer of the Company. He was
Deputy Assistant Secretary of Defense for Intelligence
between 1975 and 1977. From 1977 until he formed his
own consulting business in 1979, Mr. Slack was Vice
President of Martin Marietta Aerospace Corporation.
Since 1979, he has acted as consultant to such clients
as the Congress of the United States (Committee on
Appropriations), the Department of Defense, and the
U.S. Air Force Deputy Chief of Staff on defense-
related technology matters. From October 1985 through
August 1989, Mr. Slack was President and a director of
ARDAK Corporation, a company which builds inexpensive
space systems and supports major aerospace companies
in strategic planning. Mr. Slack is currently a
director of ARDAK Corporation and CTA Corporation.
Mr. Slack is certified as an engineer, a crypto-
mathematician, a data systems analyst and a signals
analyst. He is a recipient of the DoD Distinguished
Civilian Service Medal and the Joint Services
Commendation Medal. Mr. Slack was elected as the
President and Chief Executive Officer of DBA Systems,
Inc. in August 1989 and Chairman of the Board of
Directors in February 1990. Mr. Slack assumed the
duties of Acting Treasurer on May 15, 1994, with the
departure of Mr. William R. LeMasters, Vice President
of Finance, from the Company. All other financial
matters have been delegated to the Corporate
Controller.
DR. JOSEPH A. BOYD is Chairman and Chief Executive
Officer of Fairchild Controls Corporation. He was
Chairman and Chief Executive Officer of Fairchild
Space & Defense Corporation and a member of its board
of directors from 1989 to 1994. Dr. Boyd was a
director of Harris Corporation from 1967 until he
retired from its board of directors in March, 1993 and
was Chief Executive Officer from 1978 to 1986 and
Chairman from 1978 to 1987. Prior to his employment
with Harris, Dr. Boyd was director of the Institute of
Science and Technology, University of Michigan, after
serving as a director of the University's Willow Run
Laboratories. Dr. Boyd was a member of the Electrical
Engineering Faculty, University of Michigan, from 1949
to 1962. He is a Fellow of the University of
Kentucky and a Fellow of the Institute of Electrical
and Electronic Engineers.
AMBASSADOR ROBERT F. ELLSWORTH is President of Robert
Ellsworth & Co., Inc., an investment and consulting
firm; President and Chief Executive Officer of the
Sokol Group, Inc.; a director of Price Communications
Corporation, New York City; and a trustee of Corporate
Property Investors, New York City. He served three
terms as a member of Congress (1961-1967). He was
U.S. Ambassador to NATO (1969-1971), a general partner
with Lazard Freres & Co. (1971-1974), Assistant
Secretary of Defense (1974-1975) and Deputy Secretary
of Defense (1975-1977). Mr. Ellsworth is also a
member of various professional societies including the
International Institute for Strategic Studies in
London, the Atlantic Council of the U.S. in
Washington, and the Council on Foreign Relations in
New York.
<PAGE>
4
CONTINUING DIRECTORS
DR. LOUIS W. TORDELLA was the Deputy Director of the
National Security Agency from 1958 to 1974. After his
retirement from government service, he served as a
consultant on national security affairs for several
corporations including Ford Aerospace, General
Electric, TRW, BDM, E-Systems and General Dynamics.
Dr. Tordella was a trustee of the Institute for
Defense Analyses (IDA) and a member of its board of
directors from 1974 to 1987. He currently is a member
of the Board of Racal Communications, Inc. Dr.
Tordella is a retired Captain of the U.S. Naval
Reserve.
DR. LYNN E. WEAVER serves as President of the Florida
Institute of Technology (Florida Tech), Melbourne,
Florida. Prior to his appointment at Florida Tech,
Dr. Weaver served in senior academic administrative
positions including Department Head, University of
Arizona; Associate Dean, University of Oklahoma;
School Director, Georgia Institute of Technology; and
Dean, Auburn University. He has held offices in a
number of national professional organizations and is a
Fellow of the American Nuclear Society. Dr. Weaver is
a Registered Professional Engineer and received his
Bachelor's degree in Electrical Engineering from the
University of Missouri, a Master's degree in
Electrical Engineering from Southern Methodist
University and his Ph.D. from Purdue University.
DR. RICHARD N. BANEY is Senior Vice President of
Medical Affairs at Holmes Regional Medical Center in
Melbourne. He is a trustee of Florida Institute of
Technology and a director of Huntington Bank of
Florida. He was a founding director and chairman of
Reliance Bank of Florida from 1985 to 1995. Dr. Baney
attended Georgetown University, Washington, D.C. and
the University of Pittsburgh School of Medicine. He
served as a medical officer in the U.S. Navy from 1964
to 1967.
MR. WILLIAM C. POTTER is President of Potter,
McClelland, Marks & Healy, P.A., a law firm, which was
founded in November 1986 and is legal counsel to the
Company. He is a graduate of Brown University and the
University of Michigan Law School. Mr. Potter is a
member of the Advisory Board of First Union National
Bank of Florida. Mr. Potter also serves as Chairman
of the Board of Trustees of the Florida Institute of
Technology, and is counsel for the Melbourne Airport
Authority. Mr. Potter holds the rank of Colonel in
the U.S. Air Force Reserves.
<PAGE>
5
COMMITTEES OF THE BOARD
The standing committees established by the Board of
Directors to assist in the discharge of its
responsibilities are described in the paragraphs
below. Committee membership is reported as of the
Company's fiscal year ended June 30, 1995.
The Executive Committee consisted of three members:
Mr. John L. Slack, Chairman; Dr. Joseph A. Boyd; and
Mr. William C. Potter. When the Board of Directors is
not in session, the committee has the power to direct
and manage the business and affairs of the Company in
cases for which specific directions have not been
given by the Board of Directors. The committee met
two times in fiscal year 1995.
The Audit Committee consisted of four members: Mr.
William C. Potter, Chairman; Dr. Richard N. Baney; Dr.
Louis W. Tordella and Dr. Lynn E. Weaver. The
committee meets with financial management and the
Company's independent public accountants to review the
work of each and to ensure that each is properly
discharging its respective responsibilities. The
independent public accountants have free access to the
Audit Committee without management representatives
present to discuss the results of their examination
and their opinions on the adequacy of internal
controls and quality of financial reporting. The
committee recommends to the Board of Directors the
selection of the firm of independent public
accountants to audit the books and accounts of the
Company. The committee met one time in fiscal year
1995.
The Compensation Committee consisted of four members:
Amb. Robert F. Ellsworth, Chairman; Dr. Richard N.
Baney; Dr. Louis W. Tordella; and Dr. Lynn E. Weaver.
The committee recommends salaries of the Chairman of
the Board, Chief Executive Officer and the non-wage
benefits and perquisites for officers and key
employees. It also oversees the overall compensation
structure for all employees. The committee met one
time in fiscal year 1995.
The Corporate Technology Committee consisted of five
members: Dr. Lynn E. Weaver, Chairman; Dr. Richard N.
Baney; Dr. Joseph A. Boyd; Dr. Louis W. Tordella; and
Mr. John L. Slack. The Corporate Development
Committee reviews and approves the strategic business
plans of the Company as well as considering potential
merger/acquisition opportunities. The committee met
during the regular board meetings, or four times in
fiscal year 1995.
The Finance Committee consisted of three members: Amb.
Robert F. Ellsworth, Chairman; Dr. Joseph A. Boyd;
and Mr. William C. Potter. The Finance Committee
reviews and approves the proposed budgets for the
Company as well as overseeing the financing and
banking relationships of the Company. The committee
did not meet in fiscal year 1995.
During fiscal year 1995 the Board of Directors had
four regular meetings. All directors attended 100
percent of the Board of Directors and committee
meetings. The Company has no nominating committee.
<PAGE>
6
EXECUTIVE COMPENSATION
REPORT OF COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION
Overview
The Compensation Committee of the Board of Directors
is composed of four of the Company's six outside
directors and is responsible for setting and
administering policies that govern executive
compensation and stock option programs.
The Company has an executive compensation package that
is driven by the overall performance of the Company
and the individual performance of the executive. The
measures of the Company's performance include
revenues, new business bookings and net income.
Form of Compensation
DBA provides its executive officers with a
compensation package consisting of base salary and
variable incentive pay. In setting total
compensation, the committee considers individual and
Company performances as well as market information in
the form of published survey data. The market data
consists primarily of base salary and total cash
compensation rates, as well as incentive bonus and
stock programs, set forth in the Executive
Compensation in the Electronics Industry survey as
published by the American Electronics Association.
Specific executive compensation elements are:
- - -- Base salary. Base salary ranges are
reviewed annually using published salary survey
data from the survey referenced above. Salary
increases are awarded annually based on the
committee's evaluation of the individual
performance, as well as market-competitive
considerations.
- - -- Bonus plan. The Company's bonus plan
provides a short-term incentive, in the form of
a bonus, that varies according to the Company's
achievement of revenues, new business bookings
and after tax profit goals set by the Board of
Directors. This plan will effectively pay
executives at or above market when a high level
of corporate performance and shareholder value
is achieved, and less than market when results
are below expectations. If less than 100% of
budgeted goals are achieved, no bonus is paid.
This effectively puts a significant amount of
cash compensation at risk, dependent on
achievement of budget goals.
- - -- Long term incentives. Longer term
incentives are provided through a stock option
plan, which generally vests options over three
years, which reward executives through growth in
value of the common stock.
<PAGE>
7
Fiscal Year 1995 Compensation
Compensation for the Company's Named Executive
Officers, including the Chief Executive Officer, was
set according to the established compensation
philosophy described herein. The executive officers'
and the Chief Executive Officer's base salary was a
function of surveyed competitive base compensation in
addition to a merit increase determined by evaluating
fiscal year 1995 corporate performance as described.
Despite his base salary being below the industry
average, the Chief Executive Officer voluntarily
waived any base salary increase for fiscal year 1995.
Option grants to the executive officers were 35,000
during fiscal year 1995. In addition, option grants
to the Chief Executive Officer were 30,000 during
fiscal year 1995. Such grants were based on the
established compensation philosophy described herein.
Determination of the number of such options awarded
was based on the Committee's subjective assessment of
the executive officers and the Chief Executive
Officer's performance.
The Company exceeded 100% of its budgeted goals for
the fiscal year. The 65,000 option grants were based
on the established compensation philosophy described
herein, the executive officers and the Chief Executive
Officer were awarded a bonus by the Committee.
Determination of the amount of such bonuses awarded
was based on the Committee's subjective assessment of
the executive officer's and the Chief Executive
Officer's performance.
COMPENSATION COMMITTEE
Ambassador Robert F. Ellsworth
Dr. Richard N. Baney
Dr. Louis W. Tordella
Dr. Lynn E. Weaver
Compensation Committee Interlocks and Insider Participation
The Company has entered into contracts for the
purchase of commercial satellite imagery with The
Sokol Group, Inc. in the ordinary course of business,
whose President and Chief Executive Officer,
Ambassador Robert F. Ellsworth, is a DBA director.
Under such contracts, the Company recognized revenues
of approximately $128,000 for the fiscal year ended
June 30, 1995.
<PAGE>
8
SUMMARY COMPENSATION TABLE
The following table shows the total annual and long-
term compensation of the Chief Executive Officer and
the other four most highly compensated executive
officers of the Company (the "Named Executive
Officers") for services rendered during the fiscal
years ended June 30, 1995, 1994 and 1993.
<TABLE>
<CAPTION>
Annual Compensation | Long Term |
| Compensation |
-----------------------------------------------
Name and Securities All Other
Principal Underlying Options Compensation
Position Year Salary($) Bonus($) (#) (a) ($) (b)
<S> <C> <C> <C> <C> <C>
John L. Slack 1995 $204,937 $49,992 (c) 30,000 $7,947
President/CEO 1994 $204,937 32,000 $7,055
Treasurer, Acting 1993 $204,937 27,000 $7,297
Reinhold J. Barchet 1995 $4,904 $1,084 (c) 10,000 --
Divisional Vice
President
for Marketing
Dudley J. Gordon 1995 $26,241 $6,445 (c) 10,000 --
Divisional Vice
President
for Operations
Charles B. Robertson 1995 $82,444 $20,435 (c) 10,000 $3,846
Vice President of 1994 $76,108 $3,255
Administration 1993 $76,108 7,000 $3,229
Corporate Secretary
Timothy L. Stull 1995 $56,750 $13,962 (c) 5,000 $99
Corporate Controller
</TABLE>
(a) The number of options granted during the covered
fiscal year.
(b) Includes Company contributions of $4,670 to the
Employee Retirement Plan, $2,020 to the Employee
Stock Ownership Plan, $1,500 to the 401(k) plan
and $3,702 in life insurance premiums paid by the
Company. Such contributions to the individuals
listed totaled $11,892 for fiscal year 1995.
(c) The bonus distribution plan was structured
whereby the executive receives approximately 41%
of the bonus in September 1995, 33% in September
1996 and 26% in September 1997. Distribution of
payments may vary slightly from the plan.
<PAGE>
9
OPTION GRANTS IN LAST FISCAL YEAR
The table below shows information regarding grants of
stock options made to the Named Executive Officers
under the Company's 1992 Employee Incentive Stock
Option Plan during the fiscal year ended June 30,
1995. The potential realizable value of the options
are based solely on arbitrarily assumed rates of
appreciation required by applicable SEC regulations.
Actual gains, if any, on option exercises are
dependent on the future performance of the Common
Stock and overall stock market conditions.
<TABLE>
<CAPTION>
Potential Realized
Value at Assumed
Annual Rates of
Stock Price Appreciation
Individual Grants for Option Term
- - ----------------------------------------------------------------------------------------
Number of
Securities % of Total
Underlying Options Granted Exercise or
Options to Employees in Base Price Expriation Options to Employees in Base Price Expiration
Name Granted(#)1 Fiscal Year ($/Sh) Date 5% ($) 10% ($)
- - ----------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
John L.
Slack 30,000 23.79% $3.88 12/31/97 $47,975 $115,390
Reinhold J.
Barchet 10,000 7.93% $6.75 12/31/98 $16,293 $36,425
Dudley J.
Gordon 10,000 7.93% $8.63 12/31/98 $20,830 $46,569
Charles B.
Robertson 10,000 7.93% $3.88 12/31/97 $15,992 $38,463
Timothy L.
Stull 5,000 3.97% $4.13 12/31/97 $8,511 $20,471
</TABLE>
1 Options granted under this Plan have a three-year
term and may be exercised 33%, 33% 34% on or
after December 31 of the first, second and third
year, respectively, from the date of grant. Such
shares may not be sold from two years from the
date of grant and one year from the date of
acquisition. The option price is equal to the
market price of the Company's stock on the date
of grant.
<PAGE>
10
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND
FY-END OPTION VALUES
The following table summarizes for each of the Named
Executive Officers the number of stock options, if
any, exercised during the fiscal year ended June 30,
1995, the aggregate dollar value realized upon
exercise, the total number of unexercised options held
at June 30, 1995, and the aggregate dollar value of
in-the-money, unexercised options, if any, held at
June 30, 1995.
<TABLE>
<CAPTION>
Number of
Securities Value of
Underlying Unexercised
Unexercised In-the-Money
Options Options
at FY-End (#) at FY-End ($)
Shares Acquired Value Exercisable/ Exercisable/
Name on Exercise (#) Realized ($) Unexercisable Unexercisable (a)
_______________________________________________________________________________
<S> <C> <C> <C> <C>
John L.
Slack 24,000 $81,000 60,000/29,000 $175,610/$97,730
Reinhold J.
Barchet --- --- 0/10,000 $0/$5,000
Dudley J.
Gordon --- --- 0/10,000 ---
Charles B.
Robertson 3,300 $12,788 8,999/8,001 $27,717/$26,963
Timothy L.
Stull --- --- 1,666/3,334 $5,198/$10,402
</TABLE>
(a) Value of unexercised, in-the-money
options at fiscal year-end is the difference
between its exercise price and the fair market
value of the underlying stock on June 30, 1995,
which was $7.25 per share.
COMPENSATION OF EXECUTIVES AND DIRECTORS
Compensation of Directors
The nonemployee Directors of the Company receive an
annual retainer of $8,000, payable on a quarterly
basis, plus $500 per meeting not to exceed $1,000 per
day. In addition, the Directors participate in the
Directors' Stock Option Plan, under which there were
no options issued during fiscal year 1995.
<PAGE>
11
Employment Contracts and Change in Control Arrangement
A compensation agreement between the Company and Mr.
Slack provides for a Company-furnished automobile.
The agreement also provides for the bonus grant of
Company stock based on the market price of the Company
stock achieving levels:
<TABLE>
<CAPTION>
Bonus Shares Company Stock Price1
<C> <C>
2,000 $14.00 per share
2,000 $16.00 per share
2,000 $18.00 per share
2,000 $20.00 per share
</TABLE>
1 The agreement stated that the price must be
achieved and retained for at least four
consecutive weeks.
Mr. Slack has also received an option for 25,000
shares which will be exercisable in the event the
Company is sold during his tenure as President upon
terms and price acceptable to the shareholders of the
Company.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Mr. William C. Potter is President of the law firm of
Potter, McClelland, Marks & Healy, P.A. and is legal
counsel to the Company. The amount accrued or paid to
this firm for legal services in fiscal year 1995 was
approximately $17,200.
The Company entered into contracts with The Sokol
Group, Inc. in the ordinary course of business whose
President and Chief Executive Officer, Ambassador
Robert F. Ellsworth, is a DBA Director. See the
Compensation Committee Interlocks and Insider
Participation section for further details.
COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934
(the"Act") requires the Company's directors and
executive officers, as well as persons who own more
than ten percent of a registered class of a company's
equity securities, to file with the SEC initial
reports of ownership and report changes in ownership
of Common Stock and other equity securities of the
Company. Directors, executive officers and more than
ten percent owners are required by SEC regulation to
furnish the Company with copies of all such filings
which they make under Section 16(a) of the Act.
Based on a review of Company records, it appears that
one member of the Board of Directors, Dr. Richard N.
Baney, failed to file one report on Form 4 in a timely
manner. The form relates to two transactions which
occurred on December 22, 1994, and December 23, 1994,
respectively. The Form 4 covering both transactions
should have been filed on January 10, 1995, and was
actually filed on January 16, 1995.
<PAGE>
12
FIVE YEAR SHAREHOLDER RETURN COMPARISON
The performance graph set forth below compares the
cumulative five-year total return for the Common Stock
with the NASDAQ Stock Market Index and NASDAQ
Electronic Components Index. Returns are based on the
change in month-end to month-end price and assume
reinvested dividends. These calculations assume the
value of an investment in the Common Stock, the NASDAQ
Stock Market Index and the NASDAQ Electronic Component
Index each was $100 on June 30, 1990.
<TABLE>
<CAPTION>
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN*
AMONG DBA SYSTEMS, INC., THE NASDAQ STOCK MARKET-US INDEX
AND THE NASDAQ ELECTRONIC COMPONENTS INDEX
<S> <C> <C> <C> <C> <C> <C>
6/90 6/91 6/92 6/93 6/94 6/95
DBA systems, Inc. 100 88 144 124 134 232
NASDAQ STOCK MARKET-US 100 106 127 160 162 215
NASDAQ ELEC COMPONENTS 100 96 117 202 222 461
</TABLE>
* $100 invested on 6/30/90 in stock or index including reinvestment
of dividends. Fiscal year ending June 30.
Management believes the NASDAQ Electronic Components
Index industry group is appropriate in view of the
Company's historical business base. The Company is
currently diversifying its operations to non-defense
industries and if successful, a different industry
group may be more appropriate in the future.
<PAGE>
13
SECURITY OWNERSHIP
Information regarding beneficial ownership of the
Common Stock by the Company's directors and executive
officers is set forth herein under the captions
"Election of Directors -- Nominees for Election to the
Board of Directions", "Continuing Directors" and
"Executive Officers". The following shareholders
reported that they owned in excess of 5% of the
outstanding Common Stock as of September 1, 1995.
Unless otherwise indicated, each of the shareholders
listed below has sole voting and sole investing power
with respect to the shares listed opposite such
shareholder's name.
<TABLE>
<CAPTION>
Amount of Percent
Name and Address Beneficial Ownership of Class
<S> <C> <C>
Norman J. Wechsler 254,832 (1) 28.30%
39 Broadway
New York, NY 10006
Kathryn A. Eckstein 400,000 9.02%
614 West Front Street
Cassville, WI 53806
John L. Slack 230,557 (2) 5.06%
745 Beach Street
Satellite Beach, FL 32937
All directors and 344,922 (3) 7.42%
executive officers
as a group
</TABLE>
(1) Includes 2,051 shares issuable upon conversion of
$40,000 principal amount of the Company's 8 1/4%
Convertible Subordinated Debentures due 2010 (the
"Debentures").
(2) Includes 119,000 shares issuable upon exercise of
options, 512 shares issuable upon conversion of
$10,000 principal amount of the Company's 8 1/4%
Convertible Subordinated Debentures due 2010 and
1,095 shares held in trust by DBA Systems
Employee Stock Ownership Plan and Trust.
Excludes options for 3,000 shares owned by Mr.
Slack's wife as to which he disclaims any
beneficial interest and options for 25,000 shares
exercisable in the event the Company is sold
during Mr. Slack's tenure as President upon terms
and price acceptable to the stockholders of the
Company.
(3) Includes 216,000 shares issuable upon exercise of
options, 512 shares issuable upon conversion of
$10,000 principal amount of the Debentures, and
2,227 shares held in trust by DBA Systems
Employee Stock Ownership Plan and Trust.
<PAGE>
14
EXECUTIVE OFFICERS
<TABLE>
<CAPTION>
Common
Stock % of
Beneficially Outstanding
Owned Common
Name Age Position with Company as of 9/1/95 Stock
____________________________________________________________________________
<S> <C> <C> <C> <C>
John L. Slack 57 Chairman of the Board, 230,557(1 5.06
President, CEO & Director
Reinhold J.
Barchet 61 Divisional Vice Preesident 10,000(2) .22
for Marketing
Dudley J.
Gordon 59
Divisional Vice President 20,000(3) .45
for Operations
Charles B.
Robertson 49 Vice President of 28,132(4) .63
Administration
Corporate Secretary
Timothy L.
Stull 41 Corporate Controller 15,000(5) .34
(1) See "Election of Directors -- Nominees for
Election to the Board of Directors" for a
description of the components comprising common
stock beneficially owned.
(2) Includes outstanding options for 10,000 shares.
(3) Includes outstanding options for 20,000 shares.
(4) Includes options for 27,000 shares and 1,132
shares held in trust by the DBA Systems Employee
Stock Ownership Plan and Trust.
(5) Includes outstanding options for 15,000 shares.
JOHN L. SLACK was elected as the President and Chief
Executive Officer of the Company in August 1989
succeeding Mr. Howard N. Hebert as Chief Executive
Officer and Mr. Gerald A. Nathe as President. Mr.
Slack was elected as Chairman of the Board of
Directors in February 1990. Mr. Slack assumed the
duties of Acting Treasurer on May 15, 1994, with the
departure of Mr. William R. LeMasters, Vice President
of Finance, from the Company. All other financial
matters have been delegated to the Corporate
Controller. Biographical information about Mr. Slack
appears above under the caption "Directors' Background
and Experience -- Nominees for Election."
REINHOLD J. BARCHET joined the Company in June 1995 as
Divisional Vice President for Marketing. Prior to
joining DBA, Mr. Barchet held several senior level
management positions in the areas of marketing,
operations and international programs within TRW,
Applied Solar Electric Corporation and General
Electric Company. These positions included
responsibility for both government and commercial
contracts.
DUDLEY J. GORDON joined the Company in March 1995 as
Divisional Vice President for Operations. Prior to
joining DBA, Mr. Gordon held several positions as
senior operations officer in various successful
commercial ventures. Preceding his commercial career,
Mr. Gordon served in the United States Army, enlisting
in 1954 as a private and rising to the rank of Major
General prior to his retirement in 1986 in the grade
of Brigadier General.
<PAGE>
15
CHARLES B. ROBERTSON joined the Company in 1986 as a
Program Manager. Prior to joining DBA, Mr. Robertson
was responsible for all Air Launched Missile Systems
Subcontracts for Martin Marietta, Orlando, FL. He has
held numerous management positions during his tenure
at DBA including Director of the Military Products
Division. In July 1990, Mr. Robertson became Director
of Administration and in January 1994, he became Vice
President of Administration and Corporate Secretary.
TIMOTHY L. STULL joined the Company in August 1994 as
Director of Finance and replacement of Mr. William R.
LeMasters. In November 1994, he became Corporate
Controller. Prior to joining DBA, Mr. Stull was an
Assistant Vice President and Group Controller for the
Applied Software Systems Engineering Technology Group
of Science Applications International (SAIC) in
Orlando, FL. and held several other senior level
finance positions with SAIC.
RELATIONSHIP WITH INDEPENDENT CERTIFIED PUBLIC
ACCOUNTANTS
The Board of Directors has selected Deloitte & Touche
LLP, Certified Public Accountants, to serve as the
Independent Certified Public Accountants for the
Company during Fiscal Year 1996 and recommends that
shareholders vote for such selection.
Deloitte & Touche LLP conducted the Company's fiscal
year 1995 independent audit. A representative of
Deloitte & Touche LLP will be present at the Meeting.
This representative will have the opportunity to make
a statement regarding the year-end audit and will be
available to respond to appropriate questions from the
shareholders.
OTHER BUSINESS
It is not anticipated that any action will be asked of
the shareholders at the Meeting other than the
election of directors and the approval of the
selection of Deloitte & Touche LLP as Independent
Certified Public Accountants. If any other matters
are properly presented to the Meeting, it is intended
that the persons named in the proxy will vote in their
best judgement on such matters.
To be considered for inclusion in the proxy material
relating to the 1996 Annual Meeting of Shareholders,
shareholders' proposals must be received by the
Secretary, DBA Systems, Inc., P.O. Box 550, Melbourne,
Florida, 32902-0550, on or before June 14, 1996.
A copy of the Company's Annual Report filed with the
Securities and Exchange Commission on Form 10-K is
available, without charge, upon written request to the
Company Secretary.
By Order of the Board of Directors,
John L. Slack
_______________
John L. Slack
Chairman of the Board, President,
Chief Executive Officer and
Treasurer, Acting
Melbourne, Florida
October 13, 1995
<PAGE>
16
PROXY FOR ANNUAL MEETING OF DBA SYSTEMS, INC.
1101 West Hibiscus Boulevard, Melbourne, Florida 32901
SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints John L. Slack and Charles B. Robertson or any
one of the two acting in the absence of the other, with authority to appoint,
in writing, substitutes to act in their place, proxies for and in the name
and place of the undersigned, to vote the number of shares of DBA Systems, Inc.
at its Annual Meeting of Shareholders to be held at the DBA Conference Facility,
Granada Center, 1101 West Hibiscus Boulevard, Melbourne, Florida on November 15,
1995, at 1:00 p.m., local time, or any adjournment thereof, upon the matters
set forth in the Notice of Annual Meeting and Proxy Statement, receipt of which
is hereby acknowledged, as follows:
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED SHAREHOLDER.
IF A DULY EXECUTED PROXY CONTAINS NO SPECIFICATIONS WITH RESPECT TO A MATTER
WHERE CHOICE IS PROVIDED, THIS PROXY WILL BE VOTED "FOR" PROPOSALS 1 AND 2.
PLEASE FILL IN, DATE, SIGN AND MAIL THIS PROXY IN THE ENCLOSED POST-PAID
RETURN ENVELOPE.
1. To elect three Class I Directors
Nominees: Joseph A. Boyd, Robert F. Ellsworth, John L. Slack
______VOTE FOR ALL NOMINEES ______ VOTE WITHHELD FROM ALL NOMINEES
______ ______________________________________
For all nominees except as noted above
2. To approve the selection of Deloitte & Touche LLP; Orlando, Florida as
the Company's Independent Certified Public Accountants for the 1996
fiscal year.
3. To consider and act upon any other matters which may properly come before
the Meeting and any adjournments thereof.
_____MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT
_____MARK HERE IF YOU PLAN TO ATTEND THE MEETING
(Please date and sign exactly as your name appears hereon. If the
stock is registered in the names of two or more persons, each
should sign. Executors, administrators, trustees, guardians,
attorneys and corporate officers should add their titles.)
Signature: _______________________ Date _________________
Signature: _______________________ Date _________________
17
</TABLE>
